To the Members
The Directors present their 47th Annual Report and the Audited
Accounts for the year ended 31.03.2012
(Rs. in Lacs)
Profit before finance cost,
depreciation and tax 1187.81 924.58
Finance Cost 884.38 617.35
Depreciation 231.80 184.25
Profit/(Loss) before tax 71.63 122.98
Provision for income tax - -
Deferred Ta x Liability/(Asset) - -
Net Profit/(Loss) 71.63 122.98
Amount available for appropriations - -
Appropriations : - -
1. General Reserve - -
2. Proposed Dividend - -
3. Tax on Dividend - -
REVIEW OF OPERATIONS
During the year under review the Company could achieve turnover of Rs.
9,564.20 Lacs against Rs. 11,416.56 Lacs of previous year. The
reduction in turnover is mainly due to the lack of cooperation from a
section of employees who eventually resorted to an illegal strike. This
has significantly affected sales in a crucial fourth quarter. During
the year orders from oil companies also reduced drastically. Sales of
other products have been at par with previous year. Though there is
reduction in turnover, profit before tax of Rs. 71.63 Lacs is achieved
against Rs.122.98 Lacs of previous year.
The cost of finance has continued to increase in the year under review.
The Reserve Bank of India''s maintenance of high lending rates for
financial institutions coupled with a lower turnover and corresponding
realisation from receivables during the year, has kept your company''s
liquidity position under tremendous pressure. Directors are making
every effort to control costs by better working capital management to
the extent possible and expense reductions.
The year under review has generated a net profit of Rs. 71.63 Lacs. The
Board felt it appropriate to defer recommendations of any dividend till
adequate profits are made to clear the deficit in the Profit & Loss
Account, (P.Y. Nil).
Intel Instruments & Systems Limited
Intel Instruments & Systems Limited, the export subsidiary at SEZ
recorded turnover of Rs. 262.82 Lacs during the year as against
Rs.370.21 Lacs during the previous year. The operations for the year
have resulted in a loss of Rs. 252.71 Lacs as against loss of Rs. 88.75
Lacs in the previous year. The company is evaluating cost cutting
measures and retrenchment programmes to bring the company back to
Sprylogic Technologies Limited
Sprylogic Technologies Limited, the IT subsidiary recorded turnover of
Rs. 165.62 Lacs during the year as against Rs.184.14 Lacs in the
previous year. The operations during the year have resulted into a
profit before tax of Rs. 7.01 Lacs as against profit before tax of
Rs.5.72 Lacs during the previous year.
Your Directors would like to invite your attention to paragraph 2 and 6
of the Auditors Report and clarify as under:- Due to inadequate
turnover Intel made a loss of Rs. 252.71 Lacs for the year under
review as against loss of Rs. 88.75 Lacs in the previous year. The
Directors are making efforts to improve the performance in coming years, through cost cutting, increasing
productivity and increasing sales.
Exposing Intel''s products to foreign countries where specifications
and quality standards are stringent brings some indirect benefits to
Aplab. This enables Aplab to use latest technology for domestic
market and keep Aplab ahead of the competitors.
There is no default in paying gratuity and leave encashment to
employees leaving the Company on superannuation or otherwise. As on
Balance Sheet date the fund amount available with LIC is Rs.33.82 Lacs
The Company shall contribute/fund past gratuity liability in the coming
During the year, fixed deposits of Rs. 77.98 Lacs were accepted and Rs.
204.30 Lacs were renewed pursuant to provisions of section 58A of the
Companies Act, 1956. As at year end the Fixed Deposits amounting to
Rs.17.17 Lacs remained unclaimed.
During the year Mrs. A.P. Deodhar and Mr. Mukund Galgali (ZEE Nominee),
joined the Board as Additional Directors.
Mrs. Neelam K. Kumar resigned as Executive Director from the Board. The
Board appreciates her valuable guidance and co- operation received
during her tenure.
In accordance with the clause 132 of the Articles of Association of the
Company, Mr. Amit Goenka and Mr. Jayant Deo are liable to retire by
rotation at the forthcoming Annual General Meeting and being eligible
offer themselves for re-appointment.
The Auditors, M/s M.P.Chitale & Co., Chartered Accountants, (ICAI
Registration No.101851W) retire at the forthcoming Annual General
Meeting. M/s. Shahade & Associates, (ICAI Regn. No. 109840W) have
furnished a certificate confirming their eligibility for appointment
under Section 224 of the Companies Act, 1956 and have expressed their
willingness for appointment as statutory Auditors. You are requested to
appoint the Auditors for the current year and fix the remuneration.
Your Company is committed towards the Corporate Governance pursuant to
the provisions of Clause 49 of the Listing Agreement. A separate report
on Corporate Governance is annexed herewith for your ready reference.
The Auditors have examined the Company''s compliance and their
certificate is reproduced in the report.
DIRECTORS'' RESPONSIBILITY STATEMENT
As per Companies amendment Act, 2000, under Section 217(2AA) of the
Companies Act, 1956, your Directors''
subscribe to the Directors'' Responsibility Statement and confirm as
i) that in the preparation of the annual accounts, the
applicable accounting standards had been followed along with proper
explanation relating to material departures;
ii) that the Directors had selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit of the company for that period;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iv) that the Directors had prepared the annual accounts on a going
The Company''s Internal Auditors have conducted periodic audits to
ensure that established policies and procedures have been followed. The
Audit Committee met Internal Auditors periodically to review Internal
Controls and Financial Reporting System.
LISTING OF SECURITIES
The Securities are listed on the stock exchanges at Mumbai, Delhi,
Chennai & Pune.
During the month of March 2012 a section of employees resorted to
illegal strike having affected performance of power electronics
The Board appreciates the co-operation and team spirit in the
Management Cadre and other employees of the company.
PARTICULARS OF EMPLOYEES
Information as required under the provisions of Section 217 (2A) of the
Companies Act, 1956(the Act) and the rules framed there under forms
part of this report. However during the year under review, the Company
had no employee covered by Section 217 (2A) of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
A statement furnishing the information as required under the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is annexed hereto.
Your Directors wish to place on record their appreciation of the
valuable co-operation and support extended during the year by the
Company''s Bankers, various Government Bodies and also from the Business
Partners like Customers, Suppliers, Shareholders and other
For and on behalf of the Board of Directors
Thane Nishith Deodhar
14 August, 2012 Managing Director